exhibit10_6.htm


     EXHIBIT
10.6 

      EMPLOYEE
AGREEMENT

       

      


       

      This
Employee Agreement (“Agreement”) is made by and between Analysts International
Corporation (“Analysts International” or the “Company”) with headquarters at
3601 W. 76th Street, Minneapolis, Minnesota 55435 and Brittany McKinney
(“SMT”).

      RECITALS

       

      WHEREAS,
SMT is an existing employee of the Company who, under this
Agreement,  will receive new and valuable consideration in the form
of, among other things, the opportunity to receive incentive compensation,
severance benefits if terminated without cause; and

       

      WHEREAS,
the Company desires to retain SMT as an at-will employee of the Company in
accordance with and subject to the conditions of this Agreement, and SMT desires
to be so employed, understanding that the terms and conditions of this Agreement
will completely replace all prior understandings and agreements with the Company
with respect to her employment.

       

      NOW,
THEREFORE, in consideration of the mutual promises and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and SMT, each
intending to be legally bound, hereby agree as follows:

       

      AGREEMENT

       

      
        	
                1.  

              	
                Terms of
      Employment

              


      

       

      
        	
                1.1  

              	
                Effective
      Date.  This Agreement is effective as of June 23, 2008
      (the “Effective Date”).

              


      

       

      
        	
                1.2  

              	
                Position.  In
      accordance with and subject to the terms of this Agreement, the Company
      will continue to employ SMT in the capacity of Vice President, Planning
      and Operations; provided, however, the
      Company shall have the right to modify or change the position, duties,
      responsibilities or title of SMT in any respect, so long as the SMT shall
      continue to be employed in a senior managerial
  capacity.

              


      

       

      
        	
                1.3  

              	
                Best
      Efforts.  During SMT’s employment by the Company, SMT
      agrees to devote her full time and best efforts to the interests of the
      Company and to refrain from engaging in other employment or in any
      activities that may be in conflict with the best interests of the
      Company.  SMT agrees to use her best efforts to promote the
      interests of the Company, and perform faithfully and efficiently the
      responsibilities assigned to him in accordance with this
      Agreement.  SMT agrees not to render services to anyone other
      than the Company (or its subsidiaries) for compensation as an employee,
      consultant or otherwise during the term of this
  Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                1.4  

              	
                Personal
      Activities.  The provisions of Sections 1.2 and 1.3 of
      this Agreement will not be deemed to prohibit SMT from devoting reasonable
      time to personal matters, provided that such personal activities do not
      interfere with SMT’s primary duties to the
  Company.

              


      

       

      
        	
                1.5  

              	
                At-Will
      Employment.  Both the Company and SMT are cognizant that
      personnel changes are sometimes initiated by employees and management
      alike.  In this regard, it is expressly understood that SMT’s
      employment at Analysts International is at-will and will continue only so
      long as it is mutually agreeable both to SMT and to the
      Company.  Either SMT or the Company may terminate employment at
      any time and for any reason, with or without cause.  SMT will
      endeavor to provide (but, due to the “at-will” nature of the employment
      relationship created under this Agreement, is not obligated to provide)
      ten (10) days’ advance notice to the Company before she terminates the
      employment relationship.  Such notice would help the Company
      maintain continuity in its operations and avoid damage caused by
      disruption, and, further, would help the Company to protect its business
      interests, preserve customer goodwill and facilitate the transfer of
      information.  SMT agrees to inform any new employer, prior to
      accepting employment, of the existence of this Agreement and to provide
      such employer a copy of this
Agreement.

              


      

       

      
        	
                1.6  

              	
                Employee Handbook –
      Not an Offer of Employment or an Implied Contract of
      Employment.  From time to time the Company may prepare
      and make available to its employees an employee handbook.  The
      sole purpose of any such employee handbook is to communicate general
      statements of policy to employees.  Consequently, under no
      circumstance is any such handbook intended to constitute an offer of an
      employment contract or an implied contract of
      employment.  Despite any provision of such an employee handbook,
      employment with the Company remains at-will at all times.  The
      Company reserves the right, in its sole discretion, from time to time and
      with or without notice, to interpret, discontinue, modify, amend or
      replace any such employee handbook and the guidelines stated
      therein.

              


      

       

      
        	
                2.  

              	
                Compensation and
      Benefits

              


      

       

      
        	
                2.1  

              	
                Salary.  For
      all services rendered by SMT pursuant to this Agreement, the Company will
      pay SMT a base salary which, on an annualized basis, equals $175,000.00
      (“Base Compensation”).  Payment will occur at regular payroll
      intervals in accordance with the Company’s standard payroll practices and
      will be subject to normal
withholdings.

              


      

       

      
        	
                2.2  

              	
                Incentive
      Compensation.  In addition to SMT’s Base Compensation,
      SMT will be eligible to earn additional cash incentive compensation in
      accordance with the terms of the Annual Management Incentive Plan set
      forth in Exhibit A attached hereto and made a part
  hereof.

              


      

       

      
        	
                2.3  

              	
                Fringe
      Benefits.  SMT will be entitled to participate in the
      Company’s standard benefit programs, on the same terms as other similarly
      situated senior managers of the Company.  Notwithstanding the
      foregoing, the Company will also provide SMT the
  following:

              


      

       

      
        	
                2.3.1  

              	
                Paid Time
      Off.  SMT shall be entitled to paid time off at her
      discretion and as business conditions warrant.  If necessary due
      to business conditions of the Company, SMT agrees to obtain concurrence
      from the CEO or her manager, as applicable, prior to taking the paid time
      off.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                2.3.2  

              	
                Business
      Expenses.  SMT will be entitled to reimbursement of all
      reasonable, business-related travel and other expenses incurred by SMT in
      the ordinary course of business on behalf of the Company, so long as such
      expenses are incurred, documented and authorized pursuant to the Company’s
      expense reimbursement policies.

              


      

       

       

      
        	
                2.4  

              	
                Stock
      Options.  On or about June 27, 2008, Executive will be
      granted options to purchase 100,000 shares of the Company’s common stock
      with one-quarter being vested immediately and the remainder vesting on the
      anniversary date hereof in even increments over three years from the date
      of the grant.

              


      

       

       

      The
Company may issue such options from the plans as it deems appropriate but to the
extent possible shall issue the options as incentive stock options if such
options qualify as incentive stock options as defined in Internal Revenue Code
Section 422.  The stock option agreement shall provide that in the
event of a Change of Control on or after the effective date of this Agreement,
any options remaining unvested at the time of the Change of Control shall vest
immediately.  For purposes of this Section 2.4, “Change of Control”
shall have the same meaning as set forth in Exhibit B.  In order to
qualify for this grant of options, and in order for said grant to become
effective, Executive must first sign an option agreement or agreements
containing the terms for the options outlined herein and such other terms and
conditions required of similarly situated executives by the Company as
determined by the Board or the compensation committee of the Board in its or
their sole discretion.  The form of such agreement is attached hereto
as Exhibit C and incorporated herein by reference.

       

       

      
        	
                2.5  

              	
                Deferred Compensation
      Plan.  Executive will be entitled to participate in the
      Company’s deferred compensation plan (known as the “Restated Special
      Executive Retirement Plan” or “Restated SERP”) at a participation rate of
      5% of Base Compensation.  Deferred compensation covered by the
      Company’s deferred compensation plan (Restated SERP) will be treated and
      distributed in accordance with terms and conditions of the Restated SERP
      as the same may be in effect or modified from time to
  time.

              


      

       

      
        	
                3.  

              	
                Location

              


      

       

      SMT will
provide her services in the Edina, Minnesota geographical
area.  Notwithstanding the foregoing, the parties recognize and
acknowledge that SMT may be required to spend considerable business time in
locations other than the Edina, Minnesota  geographical
area.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                4.  

              	
                Change of Control
      Obligations

              


      

       

      
        	
                4.1  

              	
                Change of Control
      Obligations.  In the event of a change in control in the
      ownership of the Company, the Company’s and SMT’s obligations, and SMT’s
      benefits, shall be governed by the Change of Control Agreement attached
      hereto as Exhibit B.  Notwithstanding the foregoing, in the
      event of a change in control (as the term “Change of Control” is defined
      in Exhibit B), SMT shall have the
      additional right at the six (6) month anniversary date after the Change of
      Control to resign and receive the Severance specified in Section 5.5
      hereof, provided that SMT signs all appropriate
      paperwork, including providing a full a release of all claims to the
      Company in a form acceptable to the Company.  To exercise this
      right to resign and receive severance, SMT must give written
      notice of intent to resign no sooner than four (4) months after a Change
      of Control, and no later than five (5) months after a Change of
      Control.

              


      

       

      
        	
                4.2  

              	
                For
      the avoidance of doubt, SMT acknowledges and agrees that the total amount
      of severance payments payable to SMT upon any Change of Control shall not
      exceed 100% of her annual Base Compensation at the time of the Change of
      Control.

              


      

       

      
        	
                4.3  

              	
                Notwithstanding
      anything to the contrary, to the extent that SMT is a “key employee”
      pursuant to the provisions of Section 409A of the Internal Revenue Code as
      of the date that any severance benefits or other deferred compensation
      becomes payable to the SMT hereunder, and such severance benefits are
      required to be delayed until the date six months following SMT’s
      termination of employment in order to avoid additional tax under Section
      409A of the Code, payment and provision of such severance benefits or
      other deferred compensation shall be delayed until the date six months
      after SMT’s termination of
employment.

              


      

       

      
        	
                5.  

              	
                Termination of
      Employment by the Company

              


      

       

      
        	
                5.1  

              	
                At-Will
      Employment.  For the avoidance of doubt, notwithstanding
      anything in this Agreement to the contrary, SMT’s employment is “at-will”
      and such employment may be terminated by the Company at any time, with or
      without Cause (as hereinafter
defined).

              


      

       

      
        	
                5.2  

              	
                Termination of
      Employment For Cause
      or Inability to Perform.  The Company will have the right
      to terminate SMT’s employment at any time for Cause and in such case no
      Severance (as hereinafter defined) will be due or
      payable.  Likewise, if the Company terminates SMT’s employment
      for Inability to Perform, the Company will have no further obligation or
      liability of any kind to SMT, except for offering continuation of benefits
      as required by the Consolidated Omnibus Budget Reconciliation Act
      (“COBRA”) and the regulations promulgated
  thereunder.

              


      

       

      
        	
                5.3  

              	
                Termination
      of
      Employment by the
      Company Without Cause.  If the Company terminates SMT’s
      employment without Cause, SMT will
      receive Severance as hereinafter
defined.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                5.4  

              	
                Definitions.

              


      

       

      
        	
                5.4.1  

              	
                For
      purposes of this Agreement, “Cause” shall
      mean:

              


      

       

      (a)           SMT’s
failure or neglect, or refusal to perform, the duties and responsibilities of
SMT’s position and/or the direction of the CEO;

       

      (b)           The
commission by SMT of any wrongful act that has the effect of injuring the
reputation, business or performance of the Company;

       

      (c)           SMT’s
conviction of, or SMT’s guilty or nolo contendere plea with respect to, any
crime punishable as a felony;

       

      (d)           SMT’s
conviction of, or SMT’s guilty or nolo contendere plea with respect to, any
crime involving moral turpitude; or

       

      (e)           Any
bar against SMT from serving as a director, officer or executive of any firm the
securities of which are publicly traded.

       

      
        	
                5.4.2  

              	
                For
      purposes of this Agreement, the Company will have the right to terminate
      SMT’s employment upon the occurrence of any of the following events
      (“Inability to
      Perform”): (a) SMT becomes unable to perform the essential
      functions of SMT’s position for a period of at least ninety (90) days to
      the extent that, in the determination of the Company, she is no longer
      able to report to work and to carry on her duties on behalf of the
      Company; or (b) SMT dies.

              


      

       

      
        	
                5.5  

              	
                For
      purposes of this Agreement, “Severance”
      shall mean twelve (12) months of Base Compensation.  To qualify
      for payment of any Severance, SMT must sign all appropriate paperwork,
      including a full release of all claims to the Company, in a form
      acceptable to the Company.  In such case, the Company will also
      reimburse SMT for medical insurance premium payments made under COBRA, for
      a period of up to six (6) months following the date of termination,
      provided that the Company receives sufficient evidence of proof of such
      payments during the COBRA period.  If SMT does not sign all such
      paperwork, including a full release of all claims to the Company in a form
      acceptable to the Company, she will not be entitled to Severance and no
      Severance will be payable.

              


      

       

      
        	
                6.  

              	
                Termination of
      Employment by SMT

              


      

       

      
        	
                6.1  

              	
                At-Will
      Employment.  For the avoidance of doubt, notwithstanding
      anything in this Agreement to the contrary, SMT’s employment is “at-will”
      and SMT may terminate such employment at any time, for any reason or for
      no reason.

              


      

       

      
        	
                6.2  

              	
                Notice.  SMT
      will endeavor to provide (but, due to the “at-will” nature of the
      employment relationship created under this Agreement, is not obligated to
      provide) ten (10) days’ advance notice to the Company before she
      terminates the employment
relationship.

              


      

       

      
        	
                6.3  

              	
                Resignation.  If
      SMT terminates her employment, except as may otherwise be expressly
      provided herein, the Company shall have no further obligation or liability
      to SMT of any kind, except for offering continuation of benefits as
      required by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)
      and the regulations promulgated
thereunder.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                7.  

              	
                Intellectual Property
      Rights

              


      

       

      
        	
                7.1  

              	
                Non-Infringement.  SMT
      agrees that all original work products created or produced by SMT during
      the course of her employment with the Company will be SMT’s work and will
      not infringe upon or violate any patent, copyright, trade secret,
      contractual or other proprietary right of any third
  party.

              


      

       

      
        	
                7.2  

              	
                Disclosure.  SMT
      agrees to disclose and describe to the Company, on a timely basis, all
      works of authorship, inventions and all other intellectual property that
      SMT may solely or jointly discover, conceive, create, develop, produce or
      reduce to practice while employed by the Company (“Company
      Inventions”).

              


      

       

      
        	
                7.3  

              	
                Assignment.  SMT
      hereby assigns and agrees to assign to the Company, or its designee, SMT’s
      entire right, title, and interest in and to all Company
      Inventions.  SMT represents that the Company’s rights in all
      such Company Inventions will be free and clear of any encumbrances, liens,
      claims, judgments, causes of action or other legal rights or
      impediments.

              


      

       

      
        	
                7.4  

              	
                Independent
      Development.  SMT is hereby notified that the foregoing
      agreement does not apply to an invention for which no equipment, supplies,
      facility or trade secret information of the Company was used and which was
      developed entirely on the employee’s own time, and (1) which does not
      relate (a) directly to the business of the Company (or its Clients) or (b)
      to the Company’s (or its Clients’) actual or demonstrably anticipated
      research or development, or (2) which does not result from any work
      performed by the employee for the Company or its Clients.  For
      purposes of this Section 7.4, the term “Client” shall have the same
      meaning as set forth in Section 12.2 of this
  Agreement.

              


      

       

      
        	
                7.5  

              	
                Works for
      Hire.  SMT acknowledges and agrees that all original
      works of authorship which are made by SMT (solely or jointly with others)
      within the scope of her employment and which are protectable by
      copyrights, are “works made for hire” as that term is defined in the
      United States Copyright Act (17 U.S.C. § 101) and that, as such, all
      rights comprising copyright under the United States Copyright laws will
      vest solely and exclusively in her employer, the Company.  SMT
      hereby irrevocably and unconditionally waives all so-called moral rights
      that may vest in SMT (whether before, on or after the date hereof) in
      connection with SMT’s authorship of any copyright works in the course of
      her employment with the Company, wherever in the world enforceable,
      including without limitation the right to be identified as the author of
      any such works and the right of integrity (i.e., not to have any
      such works subjected to derogatory treatment), and SMT agrees never to
      assert any such moral rights with respect to any Company
      Invention.

              


      

       

      
        	
                7.6  

              	
                Enforcement;
      Cooperation.  SMT agrees to perform, during and after her
      employment, all acts deemed necessary or desirable by the Company to
      permit and assist it, at its sole expense, in obtaining and enforcing the
      full benefits, enjoyment, rights and title throughout the world in the
      Company Inventions hereby assigned to the Company.  Such acts
      may include, but are not limited to, execution of documents and assistance
      or cooperation in the registration and enforcement of applicable patents,
      copyrights, maskworks or other legal
  proceedings.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	
                7.7  

              	
                Attorney in
      Fact.  In the event that the Company is unable for any
      reason, whether during or after SMT’s employment by the Company, to secure
      SMT’s signature to any document required or desirable to apply for or
      execute any patent, design rights, registered designs, trademarks,
      copyright, maskwork or other applications with respect to any Company
      Inventions (including improvements, renewals, extensions, continuations,
      divisions or continuations in part thereof), SMT hereby irrevocably
      designates and appoints the Company and its duly authorized officers and
      agents as SMT’s agents and attorneys-in-fact to act for and on her behalf
      and instead of SMT, to execute and file any such application and to do all
      other lawfully permitted acts to further the prosecution and issuance of
      patents, copyrights, maskworks or other rights thereon with the same legal
      force and effect as if executed by
SMT.

              


      

       

      
        	
                8.  

              	
                Confidentiality

              


      

       

      
        	
                8.1  

              	
                Confidential Nature of
      Relationship.  SMT acknowledges that her employment by
      the Company creates a relationship of confidence and trust with respect to
      Confidential Information (as hereinafter defined).  During the
      course of her employment with the Company, the Company agrees to provide
      SMT with access to Confidential Information.  SMT expressly
      undertakes to retain in strict confidence all Confidential Information
      transmitted or disclosed to SMT by the Company or the Company’s clients,
      and will never make any use of such information except as (and then, only
      to the extent) required to perform SMT’s employment duties for the
      Company.  SMT will take such protective measures as may be
      reasonably necessary to preserve the secrecy and interest of the Company
      in the Confidential Information.  If SMT becomes aware of any
      unauthorized use or disclosure of Confidential Information by any person
      or entity, SMT will promptly and fully advise the Company of all facts
      known to SMT concerning such unauthorized use or
    disclosure.

              


      

       

      
        	
                8.2  

              	
                Definition.  “Confidential
      Information” means all commercially sensitive information and data of a
      confidential nature, in their broadest context, originated by, on behalf
      of or within the knowledge or possession of the Company or its clients
      (including any subsidiary, division or legal affiliate
      thereof).  Without in any way limiting the foregoing,
      Confidential Information includes, but is not limited to: information that
      has been designated as proprietary and/or confidential; information
      constituting trade secrets; information of a confidential nature that, by
      the nature of the circumstances surrounding the disclosure, should in good
      faith be treated as proprietary and/or confidential; and information and
      data conceived, discovered or developed in whole or in part by SMT while
      employed by the Company. Confidential Information also includes
      information of a confidential nature relating to the Company’s clients,
      prospective clients, strategic business relationships, business
      opportunities, products, services, suppliers, personnel, pricing,
      recruiting strategies, job candidate information, employee information,
      sales strategies, technology, methods, processes, research, development,
      systems, techniques, finances, accounting, purchasing and business
      plans.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        	
                8.3  

              	
                Exclusions.  Confidential
      Information does not include information which: (A) is generic; (B) is or
      becomes part of the public domain through no act or omission of SMT; (C)
      was in SMT’s lawful possession prior to the disclosure and was not
      obtained by SMT in breach, either directly or indirectly, of any
      obligation to the Company or any client of the Company’s; (D) is lawfully
      disclosed to SMT by a third party without restriction on disclosure; or
      (E) is independently developed by SMT using her own resources, entirely on
      her own time, and without the use of any Confidential
      Information.

              


      

       

      
        	
                8.4  

              	
                Protected Health
      Information.  If during the course of her employment with
      the Company, SMT receives any “protected health information,” as that term
      is defined in 45 CFR, Part 164, Subpart E (“Privacy of Individually
      Identifiable Health Information”): (A) SMT agrees to maintain all such
      information in strict confidence with the Health Insurance Portability and
      Accountability Act of 1996 (HIPAA); (B) SMT agrees that she will make no
      use whatsoever of any such information except as required to perform SMT’s
      employment duties; and (C) SMT agrees that she will never record, store,
      file or otherwise maintain, in any computer or other storage device owned
      by the Company or by SMT, any third-party “protected health information.”
      SMT agrees to alert the Company promptly if she becomes aware of any
      misuse or unauthorized disclosure of any such
  information.

              


      

       

      
        	
                8.5  

              	
                Additional
      Confidentiality Agreements.  SMT agrees to execute such
      additional non-disclosure and confidentiality agreements as the Company or
      its clients may from time to time
request.

              


      

       

      
        	
                9.  

              	
                Use of Confidential or
      Material Non-Public Information; Codes of
  Conduct

              


      

       

      
        	
                9.1  

              	
                Confidential or
      Material, Non-Public Information.  SMT acknowledges that
      she is prohibited from using or sharing any Confidential Information for
      personal gain or advantage (in securities transactions or otherwise), or
      for the personal gain or advantage of anyone with whom SMT improperly
      shares such information.  Specifically as to material,
      non-public information of the Company, SMT agrees to comply strictly with
      the Company’s insider trading policy in effect at the commencement of this
      Agreement and as such policy may be amended from time to
    time.

              


      

       

      
        	
                9.2  

              	
                Codes of
      Conduct.  SMT agrees to carefully review, sign and fully
      comply with any Code of Conduct (or similar policy) of the Company either
      having general applicability to its employees or specifically to
      SMT.

              


      

       

      
        	
                10.  

              	
                Restrictions against
      Solicitation;
Non-Interference

              


      

       

      During
her employment by the Company and for a period of twelve (12) months after
termination of such employment for any reason, SMT agrees that she will not
engage in the following conduct:

       

      
        	
                10.1  

              	
                Restrictions against
      Solicitation.  SMT will not, directly or indirectly, hire
      or initiate any solicitation or recruitment effort for the purpose of
      attempting to hire any employee or independent contractor of the Company
      or to induce any employee or independent contractor of the Company to end
      her relationship with the Company.  With respect to job
      candidates with or about whom SMT, while employed by the Company, had
      actual contact or knowledge, SMT will not, directly or indirectly,
      initiate any solicitation or recruitment effort for the purpose of
      attempting to hire any such candidate for or on behalf of her new employer
      or any company in which SMT owns, directly or indirectly, an
      interest.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                10.2  

              	
                Non-Interference.  SMT
      will not, directly or indirectly, disrupt, damage, impair, impede or
      interfere with the contractual relationship between the Company and any of
      its clients.

              


      

       

      
        	
                11.  

              	
                Restrictions Against
      Competition

              


      

       

      
        	
                11.1  

              	
                Restricted
      Period.  During her employment by the Company and for a
      period of twelve (12) months after termination of such employment for any
      reason, SMT agrees not to engage in any Competitive Acts with any entity
      that was a client or prospective client of the Company within the prior 24
      months prior to termination of SMT’s
employment.

              


      

       

      
        	
                11.2  

              	
                Definitions.  For
      purposes of this Section 9, the following terms shall be defined as
      follows.

              


      

       

      (a)           “Competitive
Acts” means soliciting, selling, marketing, brokering, providing or managing any
consulting services within the United States that compete with the Company or
are similar in kind or nature to the services provided or offered by the Company
(“Services”), whether directly as an employee of a Client or indirectly as an
employee, subcontractor, partner or owner of a Competitor.

       

      (b)           “Client”
means: (A) any Company client about whom SMT possessed or knew Confidential
Information at any time during the two years prior to SMT’s termination of
employment with the Company; or (B) any Company client or prospective client to
whom SMT solicited, proposed, marketed or sold Services at any time during the
previous two years of SMT’s employment with the Company; (C) any third party
having a written partnership, alliance or teaming agreement or similar strategic
business relationship with the Company, about which SMT received Confidential
Information at any time during the previous two years of SMT’s employment with
the Company.

       

      (c)           “Competitor”
means any third party offering technical consulting services within the United
States that competes with the Company or is similar in kind or nature to the
Services provided by the Company.

       

      
        	
                12.  

              	
                Reasonableness of
      Restrictions: Representations of SMT; Extension of Restrictions;
      Enforcement

              


      

       

      
        	
                12.1  

              	
                Reasonableness of
      Restrictions.  SMT acknowledges that the restrictions set
      forth in this Agreement are reasonable in terms of both the Company’s need
      to protect its legitimate business interests and SMT’s ability to pursue
      alternative employment opportunities in the event her employment with the
      Company terminates.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                12.2  

              	
                Representations of
      SMT.  SMT represents that her performance of all the
      terms of this Employee Agreement and her performance as an employee of the
      Company does not and will not breach any agreement to keep in confidence
      proprietary information, knowledge or data acquired by SMT prior to her
      employment with the Company.  SMT will not disclose to the
      Company, or induce the Company to use, any confidential or proprietary
      information or material belonging to any previous employer of SMT or
      others.  SMT is not a party to any other agreement or
      understanding that would interfere with her full compliance with this
      Agreement.  SMT agrees not to enter into any agreement, whether
      written or oral, in conflict with the provisions of this
      Agreement.

              


      

       

      
        	
                12.3  

              	
                Extension of
      Restrictions.  The period of all restrictions under this
      Agreement will automatically be extended by a period equal in length to
      any period in which SMT violates her obligations under this
      Agreement.

              


      

       

      
        	
                12.4  

              	
                Enforcement.  In
      addition to any other relief or remedies afforded by law or in equity, if
      SMT breaches Sections 10 or 11 of this Agreement, SMT agrees that the
      Company shall be entitled, as a matter of right, to injunctive relief in
      any court of competent jurisdiction.  SMT recognizes and hereby
      admits that irreparable damage will result to the Company if she violates
      or threatens to violate the terms of Sections 10 or 11 of this
      Agreement.  This Section 12.4 shall not preclude the granting of
      any other appropriate relief including, without limitation, money damages
      against SMT for breach of Sections 10 or 11 of this
    Agreement.

              


      

       

      
        	
                13.  

              	
                Return of Property;
      Exit Interview

              


      

       

      
        	
                13.1  

              	
                Return of
      Property.  Upon any termination of her employment with
      the Company, SMT agrees to promptly return to the Company: (A) all
      materials of any kind in SMT’s possession (or under SMT’s control)
      incorporating Confidential Information or otherwise relating to the
      Company’s business (including but not limited to all such materials and/or
      information stored on any computer or other storage device owned or used
      by SMT); and (B) all Company property in SMT’s possession, including (but
      not limited to) computers, cellular telephones, pagers, personal digital
      assistants (PDA’s), credit cards, keys, records, files, manuals, books,
      forms, documents, letters, memoranda, data, tables, photographs, video
      tapes, audio tapes, computer disks and other computer storage media, all
      materials that include trade secrets, and all copies, summaries or notes
      of any of the foregoing.

              


      

       

      
        	
                13.2  

              	
                Exit
      Interview.  Upon any termination of her employment with
      the Company and upon request, SMT agrees to participate in an exit
      interview conducted by designated personnel and to provide a signed
      statement that all Company materials and property have been returned to
      the Company.

              


      

       

      
        	
                14.  

              	
                Assignment

              


      

       

      This
Agreement sets forth personal obligations of SMT which may not be transferred,
assigned or delegated by SMT.  The Company may assign this Agreement
to any successor or affiliate without prior notice and without SMT’s
consent.

       

      
        	
                15.  

              	
                Non-
      Disparagement

              


      

       

      During
any period of time during which this Agreement is in effect, and for not less
than twelve (12) months thereafter, SMT agrees not to engage in any form of
conduct or make any statements or representations that disparage, characterize
in demeaning manner or question the Company’s business practices, products,
advice, quality of employees and staff, or otherwise harm the public reputation
or good will of the Company, its employees or management.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                16.  

              	
                Indemnity; Cooperation
      in Legal Actions

              


      

       

      
        	
                16.1  

              	
                Indemnity.  The
      Company will indemnify SMT against any claims arising from or related to
      her good faith performance of her duties and obligations hereunder to the
      extent required by the Company’s By-laws and the Minnesota Business
      Corporation Act.

              


      

       

      
        	
                16.2  

              	
                Cooperation in Legal
      Actions.  SMT agrees to provide all such assistance to
      the Company, at the Company’s expense, as may be reasonably requested by
      the Company or its attorneys in connection with the litigation of any
      action, suit, claim, or proceeding involving the Company, whether not
      pending or yet to be commenced, which arises out of or is related to any
      matters in which SMT was involved or for which she was responsible during
      the term of her employment with the
Company.

              


      

       

      
        	
                17.  

              	
                Survival

              


      

       

      The
rights and obligations set forth in Sections 7 through (and including) 15 shall
survive the termination or expiration of this Agreement.  Such
provisions of this Agreement shall survive termination of SMT’s employment
regardless of whether SMT resigns or is involuntarily discharged.

       

      
        	
                18.  

              	
                Miscellaneous

              


      

       

      
        	
                18.1  

              	
                Headings;
      Construction.  The headings of sections and paragraphs
      herein are included solely for convenience of reference and shall not
      control the meaning or interpretation of any of the provisions of this
      Agreement.  This Agreement shall be construed without regard to
      any presumption or other rule requiring construction hereof against the
      party causing this Agreement to be
drafted.

              


      

       

      
        	
                18.2  

              	
                Benefit.  Subject
      to Section 14, nothing in this Agreement, expressed or implied, is
      intended to confer on any person other than the parties hereto, any
      rights, remedies, obligations or liabilities under or by reason of this
      Agreement.

              


      

       

      
        	
                18.3  

              	
                Waiver.  Any
      delay by either party in asserting a right under this Agreement or any
      failure by either party to assert a right under this Agreement will not
      constitute a waiver by the asserting party of any right hereunder, and the
      asserting party may subsequently assert any or all of its rights hereunder
      as if the delay or failure to assert rights had not
    occurred.

              


      

       

      
        	
                18.4  

              	
                Severability.  If
      the final determination of a court of competent jurisdiction declares,
      after the expiration of the time within which judicial review (if
      permitted) of such determination may be perfected, that any term or
      provision hereof is invalid or unenforceable, (a) the remaining terms and
      provisions hereof shall be unimpaired, and (b) the invalid or
      unenforceable term or provision shall be deemed replaced by a term or
      provision that is valid and enforceable and that comes closest to
      expressing the intention of the invalid or unenforceable term or
      provision.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                19.  

              	
                Entire Agreement;
      Amendment

              


      

       

      
        	
                19.1  

              	
                Entire
      Agreement.  Both SMT and the Company agree that this
      Agreement and the exhibits attached to this Agreement constitute the
      entire and complete agreement between them with respect to the subject
      matter hereof.  There were no inducements or representations
      leading to the execution of this Agreement except as stated in this
      Agreement.  Accordingly, this Agreement (together with the
      exhibits attached to this Agreement) expressly supersedes any and all
      prior oral and written agreements, representations and promises between
      the parties relating to SMT’s employment with the
  Company.

              


      

       

      
        	
                19.2  

              	
                Amendment.  This
      Agreement may be amended or modified only with the written consent of both
      SMT and the Company.  No oral waiver, amendment or modification
      will be effective under any circumstances
  whatsoever.

              


      

       

      
        	
                20.  

              	
                Notices

              


      

       

      Any
notice hereunder by either party to the other shall be given in writing by
personal delivery or certified mail, return receipt requested.  If
addressed to SMT, the notice shall be delivered or mailed to SMT at the address
most recently communicated in writing by SMT to the Company, or if addressed to
the company, the notice shall be delivered or mailed to the Company at its
executive offices to the attention of the CEO of the Company.  A
notice shall be deemed given, if by personal delivery, on the date of such
delivery or, if by certified mail, on the date shown on the applicable return
receipt.

       

      
        	
                21.  

              	
                Governing Law;
      Disputes

              


      

       

      This
Agreement will be governed by and construed in accordance with the laws of the
State of Minnesota, as such laws are applied to agreements entered into and to
be performed entirely within Minnesota between Minnesota
residents.  The undersigned irrevocably consent to the jurisdiction of
the United States District Court for the District of Minnesota and the courts of
the State of Minnesota in any suit, action or proceeding brought under, based on
or related to or in connection with this Agreement, and each of the undersigned
agrees that either of the aforesaid courts will be the exclusive original forum
for any such action; provided,
however, that the arbitration provisions in Exhibit B shall apply to and
govern the respective obligations of the parties with respect to any dispute
based on, arising under or related to the “Change of Control Agreement” attached
hereto as under Exhibit B, but only as to such exhibit.

       

      IN WITNESS WHEREOF, the
parties have executed this Agreement by their signatures below.

       

      
        	
                Analysts
      International Corporation

              	 
      	
                Brittany
      McKinney

              
	
                By:______________________________

                Title:
      ___________________________

                Date
      signed:______________________

              	 
      	
                ____________________________________

                Date signed:
      _________________________

              


      

       

      
        12